Wisconsin Registration Rights Agreement (ERA) is a legal document that provides certain rights and protections to investors who purchase convertible subordinated debentures issued by a company based in Wisconsin. This agreement ensures that investors have the ability to register their securities with the appropriate regulatory authorities, such as the Securities and Exchange Commission (SEC), to facilitate their resale in the public market. Under the Wisconsin ERA, investors are granted specific registration rights, which typically include the following: 1. Demand Registration Rights: This allows investors to request the company to register their convertible subordinated debentures for resale at any time. The company is obligated to comply with this demand, within certain limitations and under specified conditions. 2. Piggyback Registration Rights: Investors may have the right to include their debentures in any registration statement filed by the company for other securities. This allows them to "piggyback" on the company's registration process, enabling resale of their debentures alongside the company's offerings. 3. Form S-3 Registration Rights: If the company becomes eligible to use Form S-3, a simplified registration statement, investors may have the right to utilize this form to register their debentures for resale. Form S-3 registration is generally more expeditious and cost-effective for investors. 4. Shelf Registration Rights: This provision allows investors to request the company to register their debentures on a "shelf" registration statement, which permits the debentures to be offered continuously or intermittently over a specified period. It's important to note that while these general types of registration rights are often found in Wisconsin Eras, each agreement may have unique provisions and negotiate specific terms and conditions, including limitations on the number of shares or debentures eligible for registration and the timing or frequency of registration requests. The Wisconsin ERA is designed to ensure transparency, liquidity, and flexibility for investors when dealing with convertible subordinated debentures issued by Wisconsin-based companies. By providing these registration rights, it encourages investment in such debentures and fosters a more vibrant and efficient market for these securities.